Incremental First Lien Facilities. (a) Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Closing Date, the Borrower may request (i) one or more additional tranches of term loans (each an “Incremental First Lien Term Commitment” and all of them, collectively, the “Incremental First Lien Term Commitments”) and (ii) increases in the aggregate amount of the Revolving Credit Commitments and the Letter of Credit Sublimit (each such increase, a “Revolving Credit Commitment Increase”, together with the Incremental First Lien Term Commitments, the “Incremental First Lien Commitments”); provided that no Lender or L/C Issuer shall be required to participate in any Incremental First Lien Facility or increase in the Letter of Credit Sublimit; and provided, further that (x) after giving effect to any such addition, the aggregate amount of Incremental First Lien Commitments that have been added pursuant to this Section 2.14 (together with the aggregate amount of (i) Permitted Other First Lien Indebtedness incurred in lieu of the Incremental First Lien Facilities, (ii) Incremental Second Lien Term Loans incurred under the Second Lien Credit Agreement, (iii) Permitted Other Second Lien Indebtedness and (iv) Incremental Cash Management LC Obligations) shall not exceed (A) $100,000,000, plus (B) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof (assuming for such purposes that the entire amount of any such Revolving Credit Commitment Increase and all previous Revolving Credit Commitment Increases were fully funded) cause the First Lien Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental First Lien Facilities) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements are available to exceed 3.80:1.00 and (y) any such addition shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. The Borrower may incur Incremental First Lien Commitments pursuant to either clause (A) or clause (B) of the second proviso of the immediately preceding sentence and shall not be obligated to initially incur Incremental First Lien Commitments pursuant to clause (A) prior to incurring any Incremental First Lien Commitments pursuant to clause (B); provided, however, that (x) to the extent the Borrower incurs Incremental First Lien Commitments on any Incremental First Lien Commitments Effective Date pursuant to clause (B), the Borrower may not in addition rely on clause (A) for the incurrence of such Incremental First Lien Commitments on such Incremental First Lien Commitments Effective Date and (y) any Incremental Cash Management LC
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Incremental First Lien Facilities. (a) Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Closing Date, the Borrower may request (i) one or more additional tranches of term loans (each an “Incremental First Lien Term Commitment” and all of them, collectively, the “Incremental First Lien Term Commitments”) and (ii) increases in the aggregate amount of the Revolving Credit Commitments and the Letter of Credit Sublimit (each such increase, a “Revolving Credit Commitment Increase”, together with the Incremental First Lien Term Commitments, the “Incremental First Lien Commitments”); provided that no Lender or L/C Issuer shall be required to participate in any Incremental First Lien Facility or increase in the Letter of Credit Sublimit; and provided, further that (x) after giving effect to any such addition, the aggregate amount of Incremental First Lien Commitments that have been added pursuant to this Section 2.14 2.14 (together with the aggregate amount of (i) Permitted Other First Lien Indebtedness incurred in lieu of the Incremental First Lien Facilities, (ii) Incremental Second Lien Term Loans incurred under the Second Lien Credit Agreement, (iii) Permitted Other Second Lien Indebtedness and (iv) Incremental Cash Management LC Obligations) ), in each case, on or after the Amendment No. 6 Effective Date, shall not exceed (A) $100,000,000, 100,000,000 plus (B) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof (assuming for such purposes that the entire amount of any such Revolving Credit Commitment Increase and all previous Revolving Credit Commitment Increases were fully funded) cause the First Lien Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental First Lien Facilities) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements are available to exceed 3.80:1.00 4.50:1.00 and (y) any such addition shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. The Borrower may incur Incremental First Lien Commitments pursuant to either clause (A(A) or clause (B(B) of the second proviso of the immediately preceding sentence and shall not be obligated to initially incur Incremental First Lien Commitments pursuant to clause (A(A) prior to incurring any Incremental First Lien Commitments pursuant to clause (B); and shall be allowed to classify under which clause such Incremental First Lien Commitments are being incurred at the time of such incurrence, without giving Pro Forma Effect to any Incremental First Lien Commitments (or any portion thereof) in each case permitted to be incurred under clause (A) of the second proviso of the immediately preceding sentence that is being incurred as part of the same transaction or series of related transactions when calculating the amount of Incremental First Lien Commitments (or any portion thereof) that may be incurred pursuant to clause (B); ) of the second proviso of the immediately preceding sentence, provided, however, that (x) to the extent the Borrower incurs Incremental First Lien Commitments on any Incremental First Lien Commitments Effective Date pursuant to clause (B), the Borrower may not in addition rely on clause (A) for the incurrence of such Incremental First Lien Commitments on such Incremental First Lien Commitments Effective Date and (y) any Incremental Cash Management LCLC Obligations shall be incurred solely pursuant to
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Samples: First Lien Credit Agreement (Evoqua Water Technologies Corp.)
Incremental First Lien Facilities. (a) Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Closing Date, the Borrower may request (i) one or more additional tranches of term loans (each an “Incremental First Lien Term Commitment” and all of them, collectively, the “Incremental First Lien Term Commitments”) and (ii) increases in the aggregate amount of the Revolving Credit Commitments and the Letter of Credit Sublimit (each such increase, a “Revolving Credit Commitment Increase”, together with the Incremental First Lien Term Commitments, the “Incremental First Lien Commitments”); provided that no Lender or L/C Issuer shall be required to participate in any Incremental First Lien Facility or increase in the Letter of Credit Sublimit; and provided, further that (x) after giving effect to any such addition, the aggregate amount of Incremental First Lien Commitments that have been added pursuant to this Section 2.14 (together with the aggregate amount of (i) Permitted Other First Lien Indebtedness incurred in lieu of the Incremental First Lien Facilities, (ii) Incremental Second Lien Term Loans incurred under the Second Lien Credit Agreement, (iii) Permitted Other Second Lien Indebtedness and (iv) Incremental Cash Management LC Obligations) ), in each case, on or after the Amendment No. 2 Effective Date, shall not exceed (A) $100,000,000, (excluding for purposes of the foregoing, one or more Revolving Credit Commitment Increases established pursuant to Section 2.14 on or after the Amendment No. 2 Effective Date in an aggregate principal amount not to exceed $30,000,000) plus (B) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof (assuming for such purposes that the entire amount of any such Revolving Credit Commitment Increase and all previous Revolving Credit Commitment Increases were fully funded) cause the First Lien Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental First Lien Facilities) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements are available to exceed 3.80:1.00 and (y) any such addition shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. The Borrower may incur Incremental First Lien Commitments pursuant to either clause (A) or clause (B) of the second proviso of the immediately preceding sentence and shall not be obligated to initially incur Incremental First Lien Commitments pursuant to clause (A) prior to incurring any Incremental First Lien Commitments pursuant to clause (B); provided, however, that (x) to the extent the Borrower incurs Incremental First Lien Commitments on any Incremental First Lien Commitments Effective Date pursuant to clause (B), the Borrower may not in addition rely on clause (A) for the incurrence of such Incremental First Lien Commitments on such Incremental First Lien Commitments Effective Date and (y) any Incremental Cash Management LCthe
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Incremental First Lien Facilities. (a) Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Closing Date, the Borrower may request (i) one or more additional tranches of term loans (each an “Incremental First Lien Term Commitment” and all of them, collectively, the “Incremental First Lien Term Commitments”) and (ii) increases in the aggregate amount of the Revolving Credit Commitments and the Letter of Credit Sublimit (each such increase, a “Revolving Credit Commitment Increase”, together with the Incremental First Lien Term Commitments, the “Incremental First Lien Commitments”); provided that no Lender or L/C Issuer shall be required to participate in any Incremental First Lien Facility or increase in the Letter of Credit Sublimit; and provided, further that (x) after giving effect to any such addition, the aggregate amount of Incremental First Lien Commitments that have been added pursuant to this Section 2.14 2.14 (together with the aggregate amount of (i) Permitted Other First Lien Indebtedness incurred in lieu of the Incremental First Lien Facilities, (ii) Incremental Second Lien Term Loans incurred under the Second Lien Credit Agreement, (iii) Permitted Other Second Lien Indebtedness and (iv) Incremental Cash Management LC Obligations) ), in each case, on or after the Amendment No. 6 Effective Date, shall not exceed (A) $100,000,000, 100,000,000 plus (B) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof (assuming for such purposes that the entire amount of any such Revolving Credit Commitment Increase and all previous Revolving Credit Commitment Increases were fully funded) cause the First Lien Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental First Lien Facilities) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements are available to exceed 3.80:1.00 4.50:1.00 and (y) any such addition shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. The Borrower may incur Incremental First Lien Commitments pursuant to either clause (A(A) or clause (B(B) of the second proviso of the immediately preceding sentence and shall not be obligated to initially incur Incremental First Lien Commitments pursuant to clause (A(A) prior to incurring any Incremental First Lien Commitments pursuant to clause (B); and shall be allowed to classify under which clause such Incremental First Lien Commitments are being incurred at the time of such incurrence, without giving Pro Forma Effect to any Incremental First Lien Commitments (or any portion thereof) in each case permitted to be incurred under clause (A) of the second proviso of the immediately preceding sentence that is being incurred as part of the same transaction or series of related transactions when calculating the amount of Incremental First Lien Commitments (or any portion thereof) that may be incurred pursuant to clause (B); ) of the second proviso of the immediately preceding sentence, provided, however, that (x) to the extent the Borrower incurs Incremental First Lien Commitments on any Incremental First Lien Commitments Effective Date Cash Management LC Obligations shall be incurred solely pursuant to clause (BA), . Any loans made in respect of any Revolving Credit Commitment Increase shall be made by increasing the Borrower may not aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Loans. Any loans made in addition rely on clause (A) for the incurrence respect of any such Incremental First Lien Term Commitments on (the “Incremental First Lien Term Loans” and, together with any Revolving Credit Commitment Increase, the “Incremental First Lien Facilities”) may be made, at the option of the Borrower, by either (i) increasing the Term Commitments with the same terms (including pricing) as the existing Term Loans, in which case such Incremental First Lien Term Loans shall constitute Term Loans for all purposes hereunder and under the other Loan Documents or (ii) creating a new tranche of term loans (an “Incremental First Lien Term Loan Tranche”). The Incremental First Lien Facilities shall rank either pari passu or junior (as elected by the Borrower in its sole discretion) in right of payment and in respect of lien priority as to the Collateral with the Revolving Credit Commitments Effective Date and the outstanding Term Loans. The proceeds of the Incremental First Lien Facilities shall be used for working capital, capital expenditures and other general corporate purposes (yincluding any actions permitted by Article VII, but excluding Restricted Payments) any Incremental Cash Management LCof the Borrower and its Restricted Subsidiaries.
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Samples: First Lien Credit Agreement (Evoqua Water Technologies Corp.)
Incremental First Lien Facilities. (a) Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Closing Date, the Borrower may request (i) one or more additional tranches of term loans (each an “Incremental First Lien Term Commitment” and all of them, collectively, the “Incremental First Lien Term Commitments”) and (ii) increases in the aggregate amount of the Revolving Credit Commitments and the Letter of Credit Sublimit (each such increase, a “Revolving Credit Commitment Increase”, together with the Incremental First Lien Term Commitments, the “Incremental First Lien Commitments”); provided that no Lender or L/C Issuer shall be required to participate in any Incremental First Lien Facility or increase in the Letter of Credit Sublimit; and provided, further that (x) after giving effect to any such addition, the aggregate amount of Incremental First Lien Commitments that have been added pursuant to this Section 2.14 (together with the aggregate amount of (i) Permitted Other First Lien Indebtedness incurred in lieu of the Incremental First Lien Facilities, (ii) Incremental Second Lien Term Loans incurred under the Second Lien Credit Agreement, (iii) Permitted Other Second Lien Indebtedness and (iv) Incremental Cash Management LC Obligations) ), in each case, on or after the Amendment No. 5 Effective Date, shall not exceed (A) $100,000,000, plus (B) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof (assuming for such purposes that the entire amount of any such Revolving Credit Commitment Increase and all previous Revolving Credit Commitment Increases were fully funded) cause the First Lien Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental First Lien Facilities) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements are available to exceed 3.80:1.00 and (y) any such addition shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. The Borrower may incur Incremental First Lien Commitments pursuant to either clause (A) or clause (B) of the second proviso of the immediately preceding sentence and shall not be obligated to initially incur Incremental First Lien Commitments pursuant to clause (A) prior to incurring any Incremental First Lien Commitments pursuant to clause (B); provided, however, that (x) to the extent the Borrower incurs Incremental First Lien Commitments on any Incremental First Lien Commitments Effective Date pursuant to clause (B), the Borrower may not in addition rely on clause (A) for the incurrence of such Incremental First Lien Commitments on such Incremental First Lien Commitments Effective Date and (y) any Incremental Cash Management LC
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Samples: First Lien Credit Agreement (Evoqua Water Technologies Corp.)
